Spider-man: a new web
by bq95
Summary: basically just my imagining of Spider-man as sort of a smallville/arrow type of series there will be many of the traditional spider-man storylines but i also plan and doing a lot of my own original stuff. most closely relates to the amazing spider-man from the recent movies and is set in that world but will connect with the rest of the marvel universe eventually
1. Chapter 1

Ok so this is basically just a version of Spider-man that I decided to sit down and do. There will be a lot of events from the traditional Spider-man stories that will be included in this series but most of them will be dragged out or tweaked slightly just because in my mind this is kind of playing out as more of smallville/arrow type if tv show sort of thing. A majority of characters will be from the Spider-man world, there may end up being a few characters from across the marvel universe as well as a few original characters if I end up liking how this turns out. I am rating this as M but I honestly don't expect it to get any more mature than the average tv show as far as content language will most likely be the biggest thing.

* * *

Glass shatters as Richard Parker knocks over a table of beakers in his hurry. The alarms are blaring and the lights are flashing, guards rush through the halls. Richard's first instinct is to back up all of his files on a USB and destroy the hard drives.

"Richard, what the hell is going on?!" yells his wife Mary as she comes rushing into the lab.

"I'm not sure Mary, but whatever set off the alarms is trying to get into the special projects division." Explains Richard as he continues packing as many files into his briefcase as he can and shredding the rest. "That's where all the guards are headed."

"Why are you erasing the hard drives on the Arachnid Project?" asks Mary.

"Because technically our project is included in the special projects division, and if anyone is going to the trouble of getting past OSCORP's highest security division then there is nothing stopping them from getting ahold of this."

"What are you going to do with it?"

"I'm backing it up in a Trojan software and hiding it somewhere safe where only one person will be able to find it."

"We are going to have to leave…aren't we?" says Mary hesitantly.

"Yes," answers Richard solemnly "but if we are lucky it won't be for long."

"But what about Peter?"

Richard had been hoping to avoid the thought of their young son. They would have to leave him with no explanation or clue as to where or why they had gone. He had to remember that this was bigger than just their little family.

"He is with Ben and May, they'll take care of him and keep him safe. Right now all we can do for him is disappear and hope that the attention is focused on us." says Richard with a heavy heart and a lump forming in his throat.

With one last look at the lab and work that had consumed their lives for the last ten years, the couple checked to make sure the coast was clear. As soon as they were sure it was safe they ran and caught a cap to the air strip and boarded a private jet to an undecided location. They were never heard from or seen again.

* * *

"Peter Parker, you get out of that bed this instant!" yelled May Parker. Aunt May was the sweetest and most loving human being on the planet but when it came time to wake up she morphed into the toughest drill sergeant the world had ever seen.

Peter slowly pulled his drooling, messy haired face out of his pillow to look at the alarm clock. Seven A.M. as usual.

"Aunt May its Saturday, why do you have me up a seven in the morning?!" complained peter as he sat up in his bed stretching his long arms.

"Because, my books for class say that it is good to get into a routine when it comes to sleeping and waking." Aunt May had been taking nursing classes at the local community college to keep busy and was always quoting her text books as a method of studying. She called it studying but Peter was pretty convinced she just liked having excuses to antagonize him about various aspects of his life.

"Now hurry up, I have breakfast waiting for you downstairs and your Uncle Ben wants you to go help him with some errands in the city." She said as she barged into Peter's room. He had lived with his Aunt and Uncle since he was 8 years old when his parents disappeared without a trace. He had always wondered why his parents had abandoned him but at the same time he always thought that the fact that they left him with Aunt May and Uncle Ben showed that they had at least wanted him to have a good life. With that in mind it was almost hard for him to resent them.

As Aunt May left the room Peter pulled himself out of bed and shuffled across the room to his bathroom. He didn't even bother looking at the mirror until after he had showered, he then pulled on a pair of jeans and a gray v-neck shirt. Next he inspected his light brown mess of hair trying to estimate how much he would be able to tame it today. After several minutes of struggling with it he finally ended up with the messy yet stylish look that he had perfected in recent years.

As Peter came thumping down the stairs, Uncle Ben looked up from his newspaper.

"I swear if it had taken me as long to get ready when I was sixteen then my father would've just made me go through the day in my pajamas." he joked as Peter sat down and started piling his plate with pancakes and bacon.

"Well you didn't have to deal with the insane pressure that gets put on sixteen year olds when it comes to looking good these days." retorted Peter as he drowned his plate in syrup. Uncle Ben shot him a chuckle as he reopened The Dailey Bugle.

"I swear this Jameson guy talks more and more shit every time I open this damned paper."

"Well I don't know dear he does seem to have some decent intentions, even if he is a bit out spoken about them." Said Aunt May, she was always the first one to defend anyone with remotely good intentions. That was always the thing Peter had admired about her most, she always gave someone a chance whether they deserved it or not. Uncle Ben on the other hand was the realistic and brutally honest one. He was always ready to speak his opinion and even more ready to defend it. That was what Peter admired most about him, you could always count on Uncle Ben for the honest truth about anything.

"Alright so what do we need to go into the city for today Uncle Ben?" asked Peter as he started helping his aunt clear the table.

"Well I've got to go to the hardware store on 32nd street and I've also got kind of a surprise trip for you that I think you'll enjoy." He said with a mischievous smirk on his face.

* * *

As they started the drive from Queens into Manhattan, Peter stared out the window trying to imagine what kind of surprise his uncle could possibly have in mind for him. As they drove past Middleton High School Peter noticed all of the sports teams were hard at practice getting ready for the start of the school year on Monday. Peter couldn't decide if he was excited or terrified to start school again. It would probably just be like any other year, breeze through classes and spend all day avoiding Flash Thompson and day dreaming about Gwen Stacey. But none of that would be relevant until Monday so he pushed it all to the back of his mind as the car came to a stop.

Peter glanced around confused. "Umm, Uncle Ben this is nowhere near 32nd street." Peter pointed out.

"I know that," replied Ben, "but you aren't going to 32nd street, this is your stop."

Peter took another look around and finally noticed the monstrously huge metallic building standing outside the car. "OSCORP?!" Peter asked dumbfounded. "What are we doing here?"

"Well I know how much you've always wanted to see what your parents did with their lives so I pulled some strings and got you in on a private tour of the facility." Said Uncle Ben with a proud look on his face as if he had just won some sort of competition.

"No way!" Peter exclaimed as he got out of the car and started walking towards the building.

"Now Peter I will be back here to pick you up at five o'clock just go right in and tell them your name, everything should be set up." Yelled Uncle Ben smiling as Peter started running up the front steps to the entrance.

* * *

Peter opened the door to the building, his hands shaking with anticipation. This had been all he had ever dreamed about. Finally he going to be able to see the labs where his parents and countless other geniuses spent the entire careers creating major scientific breakthroughs to help the world. As he walked up to the front desk his mind couldn't decide what to focus on first. The main floor was a huge open atrium with several gardens that included ponds, waterfalls, and benches for employees and guests to sit and relax. According to the displays many of the plants were extremely rare and had been the source of many scientific breakthroughs. Then he noticed an entire timeline of life on earth that encircled the entire floor and included fossils, diagrams, and various other extraordinary displays.

"Hello, my name is KARI how can I help you today?" asked the receptionist pleasantly as Peter reached the front desk. Just as he was about to respond he noticed that all of the receptionists were exact duplicates of each other.

"Umm, are you all related?" he asked confused for a moment.

"In a way, yes." KARI answered in a giggling voice. "We are all one in the same, I am OSCORP's central artificial intelligence system. I run every hospitality and assistance operation in all OSCORP facilities."

"Wow that's awesome." Exclaimed Peter. "Anyway, my name is Peter Parker I'm here for a private tour."

"Ah so you're so nice to meet you, you're right on time follow me." Said the hologram as she blipped from here station behind the desk and appeared over by one of the elevators.

As KARI led Peter through a tour of the many different areas and divisions of the facility there was only one thing he could focus on.

"KARI when will we get to the special genetics lab?" he asked anxiously.

"You mean when will we get to the lab of your parents Richard and Mary Parker, don't you?" she asked giving the boy an admiring glance. Peter stood silent as if the AI program had read his mind. "I admire your drive Peter, don't lose that quality it is often the difference between greatness and mediocrity." Something about the look in KARI's eyes showed that her level of intelligence had broken through far beyond the boundaries of a simple hospitality program.

She led Peter through a maze of hallways that seemed to never end when finally they stopped at a door with only one marking on it. The marking almost looked like some kind of web or spider of some sort but Peter couldn't recognize it.

"What were they working on KARI?" he asked.

"I am afraid it is not the time for me to tell," she answered mysteriously. "go." She said as she waved her hand over the key pad opening the door.

As the door opened a burst of senses and memories flooded Peter's mind. The smell of his mother's perfume mixed with the leather of his father's briefcase. He had almost forgotten how many memories he had of them even though he was so young when they left. He slowly stepped through the door and looked around everything was covered in a layer of dust and cobwebs as if it hadn't been touched since his parents left eight years before. There was a crack beneath his feet and as he looked down he notice a pile of broken glass. Peter chose to ignore it as he continued to explore the lab. There were several terrariums covered in spider webs with various labels that he couldn't decipher. They all looked empty aside from the webs. The next thing he found was his father's briefcase shoved under a table as if he had been trying to hide it. Peter bent down and started reaching under the table to pull it out. Just as he did he noticed the slightest of movement in the corner of his eye but when he looked there was nothing there. He returned his attention to the briefcase that was now in his hands and when he did he saw a small brightly colored spider crawling across the briefcase and up his arm. When he attempted to swat it away he felt a sudden prick and then a shooting pain starting in his arm and spreading through his entire body. He collapsed to the ground clutching the briefcase tightly as the world started to spin the last thing he saw was KARI and several medics rush towards him before he faded to black.

* * *

Alright so that's my first episode or chapter of my little version of spider-man so far. I know I took a lot of story elements from the recent movies and stuff but I mean there is really only one way to tell spidey's origins so bare with me until I get that stuff out of the way. Anyway please please please let me know what you think and if I should keep going. I mean I probably will keep it going regardless because I had a lot of fun doing this and have a lot of ideas of where it could go but this is also my first ever story so some feed back would be awesome!


	2. Chapter 2

Alright so sorry it took so long to get around to making chapter 2. I was brushing up on my spider-man knowledge and doing a bit of planning ahead that and life and work have had me pretty drained but anyway here we go hopefully this will get a little further into things and introduce more characters and also be a bit longer. Also just a heads up I am planning on trying to use a few of the lesser known villains a bit at least starting out.

* * *

As Peter opened his eyes his vision slowly began to return to him. He started looking around to investigate his surroundings. He was in a large office filled with different artifacts, awards, and several shelves filled with books and research binders. The last thing he remembered was a pinching feeling and collapsing to the floor of his parent's old OSCORP lab.

"Ah, thank god you're awake." Exclaims a raspy voice from behind him. Peter got up from the couch he had been sprawled across and turn to see an elderly man in a pristine business suit. The man had medium length brown hair that was combed towards the back of his head. His face was stern and aged but his eyes were full of youth and curiosity that gave off a piercing cold gaze like a predator sizing up its possible prey.

"That little fainting spell down in the genetics lab was quite concerning, K.A.R.I. started having glitches in her projection programing from being so worried." Informed the man.

"Who are you? Where am I?" asked Peter as he slowly stood up.

"Oh, forgive me. Osborn, Norman Osborn."

"I'm in _the_ Norman Osborn's office?!" asked Peter in disbelief as he began inspecting a strange metal artifact displayed in the office.

"That's right, I knew your parents quite well so when I was informed that you were in the building and had gone unconscious I had you brought directly here." Explained Norman. He walked over to stand side by side with Peter. "So how are you feeling?" he asked. Something about the tone of his voice and the cold, calculated curiosity in his eyes gave Peter the instant urge get away no matter the cost. He began having a constant pulsing shiver down his spine, it was as if his mind was thinking at light speed and everything else was in slow motion as he instinctively took notice of every possible escape option and every detail in the room. He stepped closer to the door and tried to shake the feeling.

"I'm fine, thank you for your concern but I really should be getting outside to meet my uncle he is probably waiting." He said trying to keep the desperation out of his voice.

"Ah yes, do give May and Ben my best it has been so very long since we last spoke." Said Norman.

"Will do." Peter responded as he quickly exited the room and went down the hall to find an elevator.

A figure stepped out from the shadows of the immense office. "I want you to keep an eye on this one, get close to him see if anything…._spectacular _happens." Norman ordered the figure as he nodded and exited the room after stuffing a few books in a backpack.

* * *

When Peter finally got out of the building there was Uncle Ben leaning against the side of his faithful 1984 Camaro. That car was his pride and joy, he had owned it since it was brand new and it was debatably his most prized possession.

"So how was the tour?" he asked smiling.

"It was…interesting." Replied Peter. He was too lost in his own mind to muster up more of a response. He wished he could sit there and tell Uncle Ben that the trip had answered all the questions he had ever had about his parents, but in reality his experience at OSCORP had just plant a million more questions in his mind.

"Alright alright, you don't want to talk about it all right now I get it." Laughed Uncle Ben. He started the car and the headed back to their quiet suburb.

* * *

When they got home Aunt May was just finishing dinner in the kitchen. "Oh thank goodness, I was just hoping I wouldn't have to turn my masterpiece into a load of microwaved crap."

Good ole Aunt May, nobody was prouder of their cooking than she was. In her mind there's no such thing as leftovers because food is not meant to be stored and reheated. That night it was her famous spaghetti and meat balls. As everyone sat down for the meal she kicked off the conversation.

"So did you find anything interesting on your tour?" she asked.

"Umm, you could say that." Said Peter as he piled a mountain of meat and pasta onto his plate.

"Well, share already did you meet anyone interesting like that guy that you idolize."

"No, not him but I did actually meet Norman Osborn…" there was dead silence across the table that gave Peter chills the minute the name left his mouth.

"And what did Mr. Osborn have to say?" asked Uncle Ben with a cynical tone.

"Not much really but he did say to tell you guys he says hello….I didn't even know you knew him." Said Peter subtly digging for more info.

"He was always close with your father ever since they were in school together getting their Phds together."

"He was always so nice and gave your father his first big chance in the science world." Kicked in Aunt May.

"That may be but when your parents disappeared he gave nothing towards the search effort or helping and comforting us in anyway, he didn't even acknowledge the event." Said Ben.

"Why must you always be so harsh on him, he is a very busy man." Said Aunt May in defense of Norman.

"That may be true, but people like that have responsibility." Argued Ben "It's just like your grandfather always used to tell Rick and I, with great power comes great responsibility." After that it was pretty obvious that the conversation on Norman was over.

The rest of the dinner went by pretty uneventful other than Peter eating five full plates of food and a double helping of dessert. Afterwards he headed straight up to his room. He was feeling unbearably tired", light headed, and slightly nauseated. The minute he entered the room and locked the door he collapsed onto his bed, sweating and shivering he quickly drifted into a deep sleep.

* * *

A wave of relief washed over Peter when he finally woke up. He had faint visions of the spiders that had haunted his dreams the entire night. Looking at the clock, he rushed to start getting ready. It was already 7 o'clock and he had 20 minutes before his first day of school started.

He ran to his bathroom and quickly showered and got dressed. Aunt May was just about to knock on the door when he burst out with only one sleeve of his shirt on, his belt undone, and a tooth brush loosely sticking out of his mouth.

"Well it's about time." Said Aunt May "I was about to come in with the garden hose and spray you down." She obviously was a bit disappointed that he was up before she had the chance.

"No time to talk, gotta go." Said Peter as he rushed past her.

"Come on, I'll give you a ride." Offered Uncle Ben.

"No it's fine I can make it on my own."

"Alright, but if you get detention for being late on the first day I'm not bailing you out."

Peter waved off the warning as sped out the front door and jumped onto his skateboard. By the time he got to the school the front lawn was empty. Luckily he got through the doors just as they began to close. He quickly glanced at his schedule and rushed through the halls. He could see the class just ahead when suddenly a big buffed up arm shot out and nearly knocked him to the ground, but his suddenly instantaneous reflexes stopped him just in time.

"Whoa, what's the hurry Parker?" asked Flash Thompson in his cocky jock attitude that he always tossed around. Flash was one of the heads of the school hierarchy at Middleton, but lucky for Peter when it came to being the school bully Flash was all talk most of the time. The truth is Flash was one of those people that grew up trying act tough but he was actually a pretty fragile guy. It was pretty common knowledge that his father was an abusive drunk and his mom had died in a drunk driving accident because of it. What most people didn't know was that Flash had been in the car when it happened. Peter and Flash had always had an odd relationship, Flash would seemingly pick on Peter and act like the bully or the enemy but when it really mattered he was usually there as a good friend to have protecting you.

"Flash I don't have time for your games today so how about you just right down your insults and beatings and I'll take it as a rain check or an IOU or something." Peter suggested as he quickly tried to step around the bulky mass of muscle and clothing. Flash's arm shot right back out and hit the lockers.

"You think you're some kind of comedian now do ya?" asked Flash sounding irritated.

"Well you know I dabble."

"Alright well I got a joke for ya funny guy, it's kind of long so I think I'll just skip straight to _the punch line_." He started to pull back his fist but it was quickly caught from behind him. When Peter looked up to see who had just saved him from the first black eye of the year he saw that it was some stranger. The guy was the same age as Flash and Peter, he had dark hair that was mess but neatly kept at the same time and dressed like some soft grunge hipster that see in pictures on blogs.

"Whatever, I don't have time for you right now anyway." Flash said as he pulled his hand away and huffed off to class.

"Well he sure is pleasant." Said the new boy.

"Eh, he isn't all bad he just has a lot of issues and takes his stress out on everyone else." Said Peter defending his frenemy.

"I can definitely understand that, anyway I'm Harry." He said holding his hand out.

"Peter," Peter shook his hand and they started walking over to the classroom "so are you new here?"

"Yeah I used to go to some private inner city school but it just wasn't working out and my father thought public school in the suburbs would be a positive change."

"I swear I will never understand the way rich parents think." Peter joked as they both walked into class laughing. The sat down next to each other in the back of the room. Peter looked around to scope out how his first class would be. There were a few of the cheerleaders, some jocks, but a majority of the class were just the average people. Then there was Gwen Stacey, of course sitting front and center as usual. Gwen was the straight A, super nice to everyone, super attractive kind of girl that everyone wanted to be friends with. She had the kind of beauty that was completely natural with little make up and a simple wardrobe, that tied with her brains and personality made her one of the most desired girls in the school. Peter had had a huge crush on her since the 3rd grade and of course since she was in this class there would be no chances of him ever paying attention. Lucky for him it was a simple biology class so he could ace it without even trying.

Just as the bell rang the teacher walked in, he must have been new because Peter didn't recognize him at all.

"Hello class, I am Dr. Otto Octavius and I will be your new instructor for this science class. Now I know that this is listed as a simple biology class but seeing as my expertise is focused on mechanics and bioengineering I will be inserting many points from outside the curriculum. I also wish that you all understand that I am not a simple high school instructor, I am merely teaching this class both as a favor to your principal and in the hopes that your young minds will be molded by my teachings and help you to create a better tomorrow." After rambling on for another twenty minutes about his background and how he knew the principal and a bunch of other useless information, the doctor finally started roll call. Just as he was starting to call Harry's name the bell rang so he didn't even get to finish. All of the students rushed out of the class picking up the syllabus as the left. Just as Peter was reaching to grab one his hand collided with someone else's. He looked up awkwardly to see who it was and of course it was Gwen. His legs turned to jelly and his tongue felt like it had inflated to ten times normal size. When he finally tried to say something all that came out were blobs of jumbled words.

"Oh, I'm sorry." Gwen said laughing as she hand him a paper. "Here you go Peter." She said with a smile.

"Thanks." Peter said finally finding actual words.

"So how was your summer?" she asked as they walked out of the class room together.

"Oh, umm well you know it was just ya know stuff." He said awkwardly trying to stay balanced as they walked.

"Sounds like fun I love stuff." She said laughing and smiling "Well I have to go but maybe we will have some more classes together or I'll see you later or something." She said as she started to turn the corner.

"Yeah totally I'll see you later." He said waving. As she walked away with one of her friends they started talking and giggling and looking back. Peter could feel his heart nearly beating straight through his chest when a hand clamped down on his shoulder sending a surge of chills through his body.

"Woooww, stuff so interesting please do teach me your ways mister smooth talker." Harry teased as he turned to open his locker.

"Oh shut up." Peter laughed as he walked off to class.

* * *

After a few more classes it was finally time for lunch so Peter headed out to the courtyard. As he walked with his lunch to sit down he had this constant sinking feeling in his chest and chills down his spine like when he had met Norman. A surging instinct that he needed to get out of there before something bad happened. Just then he found himself pushed face first to the ground. When he rolled over he saw Flash and his goons standing over him.

"Alright Parker time to collect on that IOU." He said as he sent his fist rushing towards Peter, who was now on his feet. At the last minute an impulse rushed through Peter's body and he dodged Flash's fist with lightning speed. With the same speed he reached out, grabbed Flash's arm, and tossed the quarterback over his shoulder and onto the ground. Flash was on his back so fast that nobody even knew what had happened. It was like something you would see in some scifi ninja movie. Everyone was standing speechless as Flash tried to regain his breath.

"What the hell Parker?!" he yelled in between gasps.

Peter just turned to leave the courtyard, he was even more confused than the crowd that had gathered. Just as he started to walk away he came face to face with Principal Lee. The old man simply handed him a note to report to his office and walked away.

A few minutes later Peter was sitting in the office of the eccentric little old man that was Principal Lee. The man had to be at least in his late 70s but was fit as horse. Not only was he the principal but he also coached a majority of the sports teams and instructed a health and wellness class at the school which included nutrition lessons and yoga. He always insisted that people just call him Stan but very few people were daring enough to do it. Finally he turned his chair around to face peter.

"Alright son here's how I see it, this is the first day so I'm gonna cut you some slack plus I would much rather go golfing after school than babysit you in detention."

"Thank you so much Principal Lee, I promise it won't happen again."

"Please call me Stan, now I'm not finished you aren't getting out of here without a lecture." He insisted. Mr. Lee was famous for simply using unbearably long lectures as punishments insisting that the best discipline was a few words of wisdom. "Now son this is a very important time in your life. Everything is about to start changing, you'll gain many new friends and enemies as well as lose a few along the way, but the one thing you have to remember is that you have a great responsibility not only to yourself but to everyone around you to the best you can and try as hard as you can at everything." There it was again another lecture about his life changing and a cloud of responsibility over his head as if he had the entire weight of the world resting on his shoulders.

As he left school that day he decided to take the long way home and go down to the old industrial yard where he had his own little skate park set up and also did a lot of his best thinking and photography. All he could think about is how he had almost gained this new instinct or sense that seemed to alert him and anything unexpected or dangerous happening around him. How was it that this one sense could suddenly take total control of his reflexes making them act with lightning speed and since when did he have the strength to lift a bulky quarterback like Flash and toss him over his should and to the ground knocking the wind out of him. Maybe it had something to do with the incident at OSCORP in his parent's lab. Either way he was excited to test the limits and explore these new abilities. When he got to his hideout he began doing stunt after daring stunt, pushing the limits more and more each time as become familiar with his new and almost precognitive sense. He found that his speed, strength, and reflexes had all be suddenly and drastically increased. He was swinging from chains and jumping off walls, doing stuff that he had seen even experienced parkour runners and gymnasts object to. Sometimes it seemed as if he was almost sticking to the wall like some kind of insect. As he continued to test his new found abilities Peter began to lose track of time completely becoming totally intrigued.

* * *

As Norman sat in his spacious office staring out over his kingdom of a city, he noticed an email alert pop up on his holographic computer screen.

"KARI, please open and read me that email."

"Yes sir, it is an update about the Parker boy. Your monitor is reporting that the boy is showing significant signs off genetic dual sequencing success."

"And just what are these signs of successful dual sequencing specifically my dear."

"Increases in speed, strength, and agility as well as heightened senses that have resulted in near precognitive reflexes."

"Good good, send a response tell them to continue observation and be prepared for us to send in subjects to test these abilities and see how the boy will use them. I would like to see just what he is capable of when pushed to his limits."

"Right away sir, which subject should I send first?"

"hmmm, start him off easy send in Fagan he should be able to start a nice little panic." Said Norman menacingly as returned to gazing upon the Manhattan skyline.

* * *

Finally Peter began to notice how late it had gotten so he came down from the wall that he had been clinging to and pulled his phone out of his backpack. When he unlocked it he noticed several text messages and missed calls from his aunt and uncle. He quickly dialed the phone to listen to the single voicemail message from Uncle Ben.

"Peter this is your uncle, where in sam hell are you? Your aunt is getting worried so I'm going out to look for you. Call me when you get this message." It was very rare that Peter heard Uncle Ben sound as angry as he did in that message so he quickly dialed his number but it went straight to voicemail. After a few more tries Peter started heading home and figured he would end up running into Ben at some point on the way.

When he was about half way home Peter got that chill down his spine that he had recently come to associate with danger. The next thing he knew he heard two gun shots go off and a sketchy looking man with a leather jacket and a red beanie came running around the corner and bumped right into Peter. He tried to get a good look at the man before he ran away. The guy had greasy blonde hair and big star tattooed across his neck. Peter then ran around the corner, his heart was pounding as he saw a figure laying on the sidewalk and people in the distance running to help. Peter ran to the figure and as he got closer the entire world went dark and began to crumble around him. All he could hear was the sound of blood pumping through his body and the stuttered breath of his Uncle Ben as the man lay on the ground bleeding out. Peter suddenly noticed he was screaming as loud as he could as he cradled his uncle in his arms.

"P-p-p-Peter.." he coughed trying to get out his last words

"No, no no no don't start giving me some dying breath speech you aren't going to die you are going to be just fine and you're going to take pictures at my graduation a-a-and give me my first beer and teach me how to drive stick and talk to me about girls, we still have time…we have to I can't lose you not now, not like this." Said Peter between sobs as his face flooded with tears.

"It's alright Peter, I will always be here for you." Said Uncle Ben "Take care of your aunt, don't let her take on everything herself and remember what I told you, you have a great responsibility in this life to take what you have and make the world the best place you can."

"I will I promise."

"Say it to me, say the words."

"With great power comes great responsibility." Peter echoed his uncle's words as he tried to keep from falling apart.

"I'm so proud of you son." Said Uncle Ben as he closed his eyes and let out his last breath.

At that moment the entire world faded away and went silent. Peter completely fell apart and started screaming to the sky and pounding his fists. As the police and paramedics arrived they tried to pull him away from his uncle's lifeless body. Peter fought them as hard as he could yelling and screaming and swinging his fists. Eventually he became too much them to handle at the time so one of the paramedics injected him with a sedative. He felt a slight pinch and then heard his heart beat slow as the chemicals rushed through his system. He watched as the put a sheet over Uncle Ben's body and carried him away. Then Peter drifted off into an unconscious sleep that he never wanted to wake up from.

* * *

Alright so that's for the most part the end of the major character introductions and most of the origins stuff. I plan on introducing at least one villain and the webbing and costume and stuff in the next chapter but that will probably be the end cliffhanger stuff. Anyway sorry it took so long but thanks for reading I would love any feedback or suggestions you might have for me. I am also in the process of planning out some original characters like villains and stuff to introduce and try out and I'm planning out which actual comic villains and other heroes I want to bring in so far for the future I am planning on Ironman, Hydro-man, Doc Oc (obviously), some goblins, venom and carnage, technivore, and Kingpin.


	3. Chapter 3

Alright so first off I would like to apologize for the insanely long break. I have been dealing with a lot of things in my life between school issues, work, parents divorcing and just a lack of motivation or inspiration. Anyway I am finally back and have the spark in my mind that I had when I decided to start this so anyway yeah here we go.

* * *

The rain poured down as the priest began his lengthy final sermon in the cemetery. Peter sat silently in his chair staring stoically towards the ground. Aunt May reached over to grab his hand and hold it in her lap, she was trying so hard to be strong for the both of them and keep herself together. Despite all her strength silent tears slowly ran down her face. Peter finally looked up at the rest of the crowd surrounding the casket. He noticed several of his aunt and uncle's friends, Gwen and her family, Flash and his father, even Principal Stan had attended. Peter had never realized just how many lives his aunt and uncle had touched in one way or another throughout their community.

Finally, once the priest completed his sermon and final prayer, the casket was lowered into the ground and everyone rose from their seats and the priest gestured to Peter. He looked at Aunt May who gave him a look of reassurance, and he started slowly towards the grave and grabbed a single rose and a handful of soil. First he dropped in the rose and watched as it slowly fluttered down and landed lightly on top of the casket. He looked at the handful of earth in his fist and tried with all of his heart to transfer any feelings and thoughts he had left for his uncle into the dirt as a final goodbye. Then, with a steady hand, he reached out and slowly let it all flow out through his fingers. It was in that exact moment that something sparked deep inside Peter. He wasn't quite sure what it was but there was a new determination and force driving him. He vowed right there to Uncle Ben that he would do everything in his power to prevent anyone else from feeling what he had felt these last four days since the shooting. That was his great responsibility and he knew it now.

A few minutes passed as the rest of the crowd followed Peters lead with the flowers and dirt until finally everyone had said their final goodbyes. The priest did one last blessing and the service was finished. Some of the people lingered a bit to talk, think, or give condolences. As Aunt May and Peter began walking back towards the car arm in arm Gwen and Flash stopped them. Aunt May just gave them a smile and nodded saying "I'll just wait for you at the car." She then turned and continued walking.

Peter stood there with his hands in his pockets and finally just looked up with solemn expression on his face. After a few moments of silence Gwen was the one to speak first.

"It was a beautiful service," she commented "he would have been really happy with it."

Peter just shrugged his shoulders and stared off into the horizon.

"Peter, you can't shut down, you have to let people in." she urged.

He looked at them for a moment and just said "I'm not shutting down…I'm waking up."

Gwen just gave him a worried look and pulled him in for a long hug. Flash stayed silent the entire time but Peter could see the sympathy in his eyes as he held a hand out and pulled Peter in for a quick embrace and pat on the back. None of it helped what Peter was going through, but it was nice to have them try.

* * *

The next day Peter got out of bed early and got ready as quickly and quietly as he could. He hadn't slept more than six hours since the accident but he was still determined to go to school and not stay home, there was too much there that reminded him of Ben. He slipped out the door before Aunt May was even up and was at the school within ten minutes. His newfound strength made him able to skateboard faster than he had ever imagined and his heightened balance and agility made it nearly impossible to fall or get tripped up.

Luckily the campus was empty this early in the morning, but unluckily all of the doors were locked. Peter noticed an open window on the third floor and decided this was the perfect opportunity to test out a few more of his new abilities. He strapped his skateboard to his backpack and walked up to the wall of the building. Looking up it seemed much farther than he had previously anticipated. If he ended up falling he would for sure be facing some serious injury. He took a few deep breaths and closed his eyes to calm his nerves.

"Come on Peter you've got this." He said to himself. With one last breath he put his fingertips against the wall and slowly began to pull up. To his amazement his fingers clung to the wall flawlessly and he began slowly climbing up the wall with ease as if it were a natural instinct. He gradually began speeding up and before he knew it he was at the second story of the building. He turn to look down and behind him and felt his heart start pounding with excitement and adrenaline. He was up to the open third story window in a matter of seconds and slipped through to small opening as if he had done it a million times. Once he was inside he was beaming from ear to ear with excitement as he looked down at his hands.

"It's good to see you smile again." Said Gwen startling Peter as she walked in from the storage room that connected to the science room they were now standing in.

"Wait, what are you….how did you…" Peter said panicking.

"Chill, Principal Stan gave me a key so that I could come in early and work on my chemistry project that I'm using to apply for an internship at OSCORP." She said reassuringly.

"So you just come to the school when it's completely empty and sit here alone working."

"Yeah pretty much, but you know I think the better question is how did you get here?" she asked inquisitively.

"Well, you know I just ummm, well you see I just….I just wanted to be here before the crowds and stuff."

"Uh huh, and how did you get up to a third story window?"

"Oh umm well I had this ladder and I umm climbed up to the roof?"

"So you climbed to the roof of the school and then ninja swooped in through the window?" she laughed.

"Would that be the version you believed?"

"No, but I forget about it this one time." She said as she walked over to a table that was filled with chemistry equipment and chemicals.

"So what exactly are you working on?"

"Umm well it's this old OSCORP project that I found and it's supposedly one of the most difficult chemical compounds that they've ever created soo-"

"So you're trying to recreate it on your own in order to impress them."

"Something like that."

"What exactly is it that this chemical compound does?" Peter asked as he slid his glasses on and began investigating the equipment and paperwork scattered around the table.

"It was created by a Dr. Alan Fagan, it is supposed to be some sort of artificial pheromone that induces the flight response in the fight or flight instinct."

"So it's like a chemical for fear?"

"Essentially yes but the initial purpose was for military and law enforcement uses to help with calming riots. I guess Dr. Fagan was the only one to ever successfully create it but right after he did he disappeared and so did the small sample he had made so OSCORP has been looking for someone that they could use to help reopen the project for years."

"It all sounds kind of sketchy to me." Just then Peter got that familiar sensation down the back of his neck. He followed the instinct and turned his head toward the door to the classroom and saw an eye peering through the slightly cracked open doorway. "Hey!" he yelled as he jumped towards the door. Just as he swung it open he saw a man trip down some stairs trying to get away.

"OH MY GOD!" exclaimed Gwen as she rushed to help. Peter rushed over to her side more for her protection than for the strange man's. The man was dressed in coveralls with the name Al embroidered on the pocket.

"Are you alright?" Gwen asked concerned.

"Yes I'll be fine, thank you you're too kind." He said as she helped him up slowly. He looked to be in his late forties or early fifties with salt and pepper hair and a pair of toxic green eyes, but the strangest thing about him was his skin. His skin was a sickly yellow-green all over as if he had some form of plague-like disease that you only hear about in history books.

"You look kind of sick, are you sure you should be working?" asked Peter trying not to sound too judgmental.

"Oh I'm fine I just have a rare pigment condition, your concern is touching though." Replied the man with a smile. His words were kind and humble but something about the look in his eye was off, it was the way a crocodile looks when prey has foolishly walked into the water. The man grabbed Peter's arm to steady himself as he stood up and it sent surges of sensation throughout Peter's entire nervous system. Something was not right about this man and Peter's new senses knew it. That was when he noticed the large and elaborate skull ring on the man's finger. It definitely was not the kind of thing a school janitor wore to work.

"Alright Gwen we had better get back to your project before something over heats." Peter suggested.

"Oh shit that's right I forgot." She cursed as she rushed back up the stairs.

As soon as she was out of earshot Peter turned to the man who had now straightened himself up and was standing perfectly poised. "Alright, who are you and why are you spying on us?"

"Oh that is the least off your worries at the moment boy." He replied with a sickening tone. "You see the girl is very close to completing the fear pheromones, but the trouble is she won't be able to control them and keep them from destabilizing."

"Destabilizing? What happens when they destabilize?"

"The molecules will begin to multiply exponentially and disperse at an alarming rate causing widespread panic and eventually death due to either asphyxiation or heart attack in all that come into contact with them."

"How do you know all of this and why are you telling me?"

"I am telling you because I know you have the abilities to slip in, get the pheromones, and get out unnoticed for me." He said sounding sure of himself "As for how I know all of this I invented the compounds."

"You're Alan Fagan, but what are you doing here?" Peter asked confused.

"I am running out of my stockpile of pheromones and lack the funds or equipment to make more. So I plan to take the supply that young Miss Stacey is about to finish and use them to acquire the funds and material that I require."

"And what makes you think I'm going to help you?"

"hehe that's the amusing part actually, you see not only have I planted several remote detonated gas bombs filled with my fear pheromones throughout the schools ventilation system, I have also taken the liberty of subtly injecting your friend up there with a concentrated dose." He said holding up his ring, with a closer look Peter saw a tiny hypodermic needle protruding from the ring.

"WHERE IS THE ANTIDOTE?!" Peter yelled as he grabbed Fagan by his collar.

"Oh touchy touchy aren't we Mr. Parker, you get the antidote when I get my Pheromones." He said. "You have four hours or I release the gases into the ventilation system, good luck. Oh and you can call me Mister Fear." He teased laughing maniacally as he dropped a small pellet that exploded in a cloud of smoke to mask his stealthy disappearance.

Peter stood there alone in the stairwell completely clueless on what to do next. The first bell of the day rang and the halls began to fill. He did the only thing he could do and headed to home room. There were four hours before Fear delivered on his threats. That meant four hours for Peter to sneak out of class, steal the pheromones, find Mister Fear, get the antidote, save Gwen, and make sure the gas bombs get disabled, all of which had to be done without exposing himself.

Just when he was giving up on thinking of how to accomplish all of this, Harry walked into the room and sat down reading a copy of the Daily Bugle. The front page story was talking about some masked vigilante running across the rooftops of Brooklyn. Jameson had gotten everyone calling him the Daredevil and was ranting about how more and more of these people were popping up and planning on causing total anarchy and destroying us all so the usual BS, but this time it gave Peter an idea. He got up and ran out of the room.

"Hey Pete where are you going class is starting." Yelled Harry as Peter exited the room.

* * *

Peter headed straight for his locker and grabbed and old blue sweatshirt that Aunt May had forced him to keep in his back pack along with the red beany he had hanging on the hook. He pulled a swiss army knife out of his back pack and cut some eye holes out of the hat to make a mask and then ran to the only bathroom not watched by cameras and put on the sweatshirt and mask. He regretted looking in the mirror afterwards because he looked completely ridiculous but the costume served its purpose nobody would know who he was unless they got right up close and personal. He slid the bathroom window open and checked to make sure there was nobody around. The streets outside where completely deserted. Just as he started climbing out the window the PA system screech on with a sound like nails on a chalkboard.

"Students and faculty of Middleton High allow me to introduce myself, I am Mister Fear. Now I am sure you are all wondering just why it is I am making this announcement, well I have place several remote activated aerosol cans throughout the buildings ventilation system containing a special little compound of my own invention. As for what this compound does…well I think my name says it all. Now, these cans will be disabled as long as the savoir among you steps up and completes the task given to them. Do not try and escape I assure you all of the exits have been sufficiently locked." With that he ended his announcement and the system clicked off.

_Great now the whole school is going to be panicking, gotta hurry Peter, _he thought to himself as he climbed out the window and clung to the side of the building, which was starting to become much more natural feeling, he began crawling along the wall towards the roof. When he finally reached the rooftop he rushed over to the other side of the building where Gwen's lab room was but the window was shut tight and there were too many people on the street below, someone would end up spotting him. So Peter looked around for another way in and then he saw it. He ran over to the giant vent that led into the air ducts for the building. This way maybe he could get ahold of one of the gas bombs and try to figure out a safe way to disable them, if they were even actually there. He used his heightened strength to easily pull the vent cover right off. Looking down he saw it was a straight shot down and wondered if his new wall crawling powers could work upside down also. He cautiously climbed into the duct and began crawling into the dark.

After a few feet Peter saw he had gotten lucky and was directly above the lab room. He quietly pushed open the vent, the room was empty. He crawled out on to the ceiling and learned he could stick upside down as well as on vertical walls. He jumped down landing gracefully and quietly. Looking around he saw a container with several test tubes labeled _pheromones_ in Gwen's handwriting. He grabbed the entire container.

"I honestly didn't think that you had it in you boy." Peter turned to see a man in a black leather suit with a black hooded cloak and a transparent yet distorted skull mask.

"Mister Fear I'm guessing?"

"The one and only."

"Nice get up, didn't anyone tell you Halloween isn't until October?" Peter taunted.

"Big words from a boy in a makeshift ski mask and ratty old sweatshirt."

"Touché, alright here are the pheromones now where is the antidote?"

"So serious all the time, you really are becoming quite the bore."

"I'm not going to play these little mind games with you Fear."

"Well fine then let us play a new game, now you see me..." He said with smirking tone as he dropped a few smoke pellets. "Now you don't."

Peter noticed there was something different about this gas it was thicker, heavier, and most importantly not clearing. Fear's laughter could be heard throughout the entire room as if he were everywhere at once. Suddenly Peter's senses tingled and trust his upper body backwards matrix style to dodge some kind of projectile that had been thrown at him. His senses went off again and he lunged forward catching a leg mid kick. He held tight and twisted throwing his adversary into the smoke sending him crashing into a cabinet of glass beakers and test tubes shattering glass everywhere. Just then sirens began to scream outside and then a group of men burst through the door. All of the smoke began to clear, Peter looked to where Mister Fear had fallen but he was gone and so were the pheromones. There was a sound of a window shattering behind him, probably Fagan escaping, but Peter jumped to the ceiling and quietly crawled out of the room into a bathroom and took of his disguise to join the crowding students.

* * *

School ended up letting out early that day due to all the stress and police investigations. Peter had found that Fagan stuck to his word about the antidote, it was sitting in his locker and Peter slipped it into Gwen's water bottle when she wasn't looking at the end of the day and watched he finish it off. The police ended up thoroughly searching the entire building and found no evidence of any gas bombs in the vent system as well as no sign of the "mystery terrorist". In the end everyone was safe and that was all that mattered. But that day had given Peter a look into just what he could do with his abilities. He was in a position to really do something for the world and he was determined to take hold of that opportunity. Just then there was a knock on the door. Peter ran down to answer it and found a kid about 12 standing there with two packages in his arms.

"Hey you Peter?" he asked.

"Umm yeah."

"Some lady gave me twenty bucks to bring these to you." he said as he handed over the packages and walked away. Peter just stood there in the doorway dumbfounded at what just happened but curiosity got the best of him and he went up to his room and locked the door. He sat down at his desk and cut open the tape on the first box.

Just then an email popped up from an unknown sender. He clicked the box to open the message:

_Dear Mr. Parker,_

_ Enclosed in the two packages I have had delivered you will find a few essentially tools to assist you on your new found path in this life. In the first package are all the materials need to construct devices capable of expelling a substances ten times strong than pure spider silk. I trust you can be creative on how to use them the next time you run into ruffians such as Mr. Fagan again. I have attached a few files with the specifics on the technology and its construction and use. The second package contains something far more efficient than a sweatshirt and a ski mask I assure you. I took the liberty of designing it myself I think you will find it quite appropriate for your skill set and the means by which you acquired said skills. I sincerely hope for great things from you, your destiny is bright and I shall keep my eyes on you and in time we will meet._

_Sincerely,_

_A Friend _

Peter opened the second box and pulled out a bright red mask with large, white, bug-like eyes, and silver pattern on it that looked almost like a spider's web.

* * *

"Mr. Osborn, it appears that Dr. Fagan has removed his tracker and disappeared from the grid."

"Fagan always was a slippery one…no matter, did the boy act as we predicted?"

"Yes sir, he is responding to all of the stimuli as hypothesized at the start of the experiment."

"Good, thank you K.A.R.I. that will be all."

"What will your next move be Mr. Osborn?"

"They boy idolizes Dr. Connors, I say we open up an extra internship position and keep him close for further observation to see where his curiosity leads him."

"Yes sir."

* * *

Alright so there is the 3rd chapter expect Peter to actually suit up and have some webs and actually become spider-man by the end of chapter 4


End file.
